Insider-backed entity gains voting control at Visium Technologies (VISM)

Rhea-AI Filing Summary

VISIUM TECHNOLOGIES, INC. reported that PT SMART GREEN TECHNOLOGIES, an Indonesia entity associated with Adler Bo Niclas, acquired 500,000,000 shares of Common Stock and 3 shares of Series AA Convertible Preferred Stock in a private placement.

The footnotes state the Series AA class carries super-voting rights equal to 51% of all shareholder voting power, allocated among outstanding Series AA shares. Of the four Series AA shares outstanding, the reporting person’s entity owns three, or 75% of the class, representing about 38.25% of total voting power through that class alone.

Combined with voting rights from the acquired Common Stock, the filing notes this results in effective voting control. Aggregate consideration was $300,000 for the 3 Series AA shares and $375,000 for the 500,000,000 Common shares, funded with the subscriber’s private capital under a Regulation D private placement. Both securities are restricted under Rule 144(d).

Insights

Equity ownership & governance analyst

Large private placement grants effective voting control via super-voting preferred shares.

The filing shows an affiliated entity of Adler Bo Niclas acquiring 500,000,000 Common shares and 3 Series AA Convertible Preferred shares of VISIUM TECHNOLOGIES, INC. for a combined $675,000 in a private placement to an accredited investor under Regulation D.

Footnotes explain the Series AA Preferred carries super-voting rights equal to 51% of total shareholder voting power, allocated among outstanding Series AA shares. Owning 3 of 4 Series AA shares (75% of that class) provides roughly 38.25% of total voting power from the preferred alone, plus Common Stock voting rights.

The filing notes this structure results in effective voting control for the reporting person, with voting rights exercisable immediately and no stated expiration. Future company decisions that require shareholder approval will therefore be heavily influenced by this holder’s preferences, subject to the terms outlined in the referenced Articles of Amendment and related Schedule 13D.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Adler Bo Niclas

Role null

Type	Security	Shares	Price	Value
Grant/Award	Series AA Convertible Preferred Stock	3	$0.00	--
Grant/Award	Common Stock, par value $0.0001 per share	500,000,000	$0.007	$3.50M

Holdings After Transaction: Series AA Convertible Preferred Stock — 3 shares (Indirect, See Footnote); Common Stock, par value $0.0001 per share — 500,000,000 shares (Indirect, See Footnote)

Footnotes (1)

1. The shares of Common Stock and Series AA Convertible Preferred Stock reported herein are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia limited liability entity (with Singapore connections) of which the Reporting Person is Director and the ultimate beneficial owner. The Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of any shares held by the entity except to the extent of his pecuniary interest therein. This Form 4 is being filed to report acquisitions that caused the Reporting Person to become a 10% beneficial owner and that are the subject of a concurrent initial Schedule 13D filing by the Reporting Person (see that Schedule 13D for additional details regarding beneficial ownership, purpose of transaction, and voting power). The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval under the Issuer's Bylaws and Florida law, allocated pro rata among the outstanding Series AA shares and adjusted automatically as Common Stock voting changes. These voting rights are independent of the conversion feature. The conversion ratio and other terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation filed with the Florida Division of Corporations. Of the four Series AA shares outstanding, the Reporting Person owns three (75% of the class), representing approximately 38.25% of the Issuer's total voting power through the Series AA class alone, plus the Reporting Person's Common Stock voting rights, resulting in effective voting control. Voting rights are exercisable immediately upon issuance. No expiration date. The 3 shares of Series AA Convertible Preferred Stock were acquired for an aggregate purchase price of $300,000 ($100,000 per share) in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The 500,000,000 shares of Common Stock were acquired for $375,000 ($0.00075 per share) in the same coordinated private placement (PPM-2). Source of funds: private capital of the Subscriber / Reporting Person. No part of the consideration was borrowed for the purpose of acquiring the securities. Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period and volume/manner-of-sale limitations thereunder. See the Private Placement Memoranda (PPM-1 and PPM-2), Subscription Agreements, and Accredited Investor Questionnaire (attached as exhibits to the concurrent Schedule 13D) for full terms. The Series A4 Convertible Preferred Stock has no fixed expiration date and remains convertible at any time in accordance with its Certificate of Designation

Key Figures

Common shares acquired: 500,000,000 shares Series AA preferred acquired: 3 shares Common Stock purchase amount: $375,000 +5 more

8 metrics

Common shares acquired 500,000,000 shares Common Stock acquired in private placement

Series AA preferred acquired 3 shares Series AA Convertible Preferred Stock

Common Stock purchase amount $375,000 Aggregate consideration for 500,000,000 Common shares

Series AA purchase amount $300,000 Aggregate consideration for 3 Series AA shares

Series AA voting power share 38.25% voting power Voting power from 3 of 4 Series AA shares

Series AA class voting share 51% of shareholder voting power Super-voting rights of Series AA class

Ownership of Series AA class 75% of class 3 of 4 Series AA shares outstanding

Holding restriction period 6 months Rule 144(d) restricted securities holding period

Key Terms

Series AA Convertible Preferred Stock, super-voting rights, Regulation D, Rule 144(d), +2 more

6 terms

Series AA Convertible Preferred Stock financial

"The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power"

super-voting rights financial

"carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval"

Regulation D regulatory

"in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 144(d) regulatory

"Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period"

Schedule 13D regulatory

"subject of a concurrent initial Schedule 13D filing by the Reporting Person"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Articles of Amendment regulatory

"terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation"

Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:00 AM Accepted by SEC EDGAR 07/02/2026 - 09:00 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Adler Bo Niclas

(Last) (First) (Middle)

C/O PT SMART GREEN TECHNOLOGIES BELLEZA,

LETJEN SOEPENO NOMOR 34

(Street)

JAKARTA SELATAN, 12210

(City) (State) (Zip)

INDONESIA

(Country)

2. Issuer Name and Ticker or Trading Symbol
VISIUM TECHNOLOGIES, INC. [ VISM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	04/06/2026	04/06/2026	A		500,000,000	A	$0.007	500,000,000	I	See Footnote(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(2)	04/06/2026		A		3		(2)	(4)	Common Stock(2)	3	(3)	3	I	See Footnote(1)

Explanation of Responses:

1. The shares of Common Stock and Series AA Convertible Preferred Stock reported herein are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia limited liability entity (with Singapore connections) of which the Reporting Person is Director and the ultimate beneficial owner. The Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of any shares held by the entity except to the extent of his pecuniary interest therein. This Form 4 is being filed to report acquisitions that caused the Reporting Person to become a 10% beneficial owner and that are the subject of a concurrent initial Schedule 13D filing by the Reporting Person (see that Schedule 13D for additional details regarding beneficial ownership, purpose of transaction, and voting power).

2. The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval under the Issuer's Bylaws and Florida law, allocated pro rata among the outstanding Series AA shares and adjusted automatically as Common Stock voting changes. These voting rights are independent of the conversion feature. The conversion ratio and other terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation filed with the Florida Division of Corporations. Of the four Series AA shares outstanding, the Reporting Person owns three (75% of the class), representing approximately 38.25% of the Issuer's total voting power through the Series AA class alone, plus the Reporting Person's Common Stock voting rights, resulting in effective voting control. Voting rights are exercisable immediately upon issuance. No expiration date.

3. The 3 shares of Series AA Convertible Preferred Stock were acquired for an aggregate purchase price of $300,000 ($100,000 per share) in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The 500,000,000 shares of Common Stock were acquired for $375,000 ($0.00075 per share) in the same coordinated private placement (PPM-2). Source of funds: private capital of the Subscriber / Reporting Person. No part of the consideration was borrowed for the purpose of acquiring the securities. Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period and volume/manner-of-sale limitations thereunder. See the Private Placement Memoranda (PPM-1 and PPM-2), Subscription Agreements, and Accredited Investor Questionnaire (attached as exhibits to the concurrent Schedule 13D) for full terms.

4. The Series A4 Convertible Preferred Stock has no fixed expiration date and remains convertible at any time in accordance with its Certificate of Designation

Remarks:

This Form 4 reports the acquisitions of Common Stock and Series AA Convertible Preferred Stock that are the subject of the Reporting Person's concurrent initial Schedule 13D filing. The Reporting Person became a 10% beneficial owner as a result of these transactions. All representations in the PPMs and Subscription Agreements (including non-U.S. person status under Regulation S and absence of "bad actor" disqualification under Rule 506(d)) remain in effect.

	/s/ Paul R. Taylor POA PT SMART GREEN TECHNOLOGIES Dr. Niclas Adler Dr. Niclas Adler Individually and as Authorized Signatory / Director of PT SMART GREEN TECHNOLOGIES	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did VISM report for Adler Bo Niclas?

VISIUM Technologies reported that an entity associated with Adler Bo Niclas acquired 500,000,000 Common shares and 3 Series AA Convertible Preferred shares in a private placement, giving him indirect holdings with sole voting and dispositive power over those securities.

How much did the insider pay for the VISIUM Technologies (VISM) securities?

The filing states the insider paid $300,000 for 3 Series AA Convertible Preferred shares and $375,000 for 500,000,000 Common shares. These purchases were funded with the subscriber’s private capital in a coordinated Regulation D private placement.

What voting power do the Series AA Convertible Preferred shares of VISM provide?

The Series AA Convertible Preferred shares carry super-voting rights equal to 51% of all shareholder voting power. With ownership of three of four Series AA shares, the reporting person controls about 38.25% of total voting power through this preferred class alone.

Does Adler Bo Niclas gain control of VISIUM Technologies (VISM) from this Form 4 transaction?

Footnotes state that ownership of three Series AA super-voting shares plus Common Stock voting rights results in effective voting control. The Series AA class alone represents 51% of shareholder voting power, and the reporting person’s entity holds 75% of that class.

How are the VISIUM Technologies (VISM) securities acquired by the insider restricted?

Both the 3 Series AA Convertible Preferred shares and 500,000,000 Common shares are described as restricted securities under Rule 144(d). They are subject to a six-month holding period and volume and manner-of-sale limitations before resale conditions are satisfied.

Who formally holds the VISIUM Technologies (VISM) shares acquired in this transaction?

The securities are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia entity with Singapore connections. Adler Bo Niclas is its director and ultimate beneficial owner and has sole voting and dispositive power, while disclaiming beneficial ownership beyond his pecuniary interest.